UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2024
PLANET 13 HOLDINGS INC. |
(Exact name of registrant as specified in its charter) |
Nevada | | 000-56374 | | 83-2787199 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
2548 West Desert Inn Road, Suite 100 Las Vegas, Nevada | | 89109 |
(Address of principal executive offices) | | (Zip Code) |
(702) 815-1313
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 27, 2024, Planet 13 Holdings Inc. (the “Company”) announced via press release its unaudited, preliminary financial results for the fourth quarter and full year ended December 31, 2023. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated into this Item 2.02 by reference.
The information set forth in Item 2.02 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
Item 8.01. Other Events
As disclosed above, on February 27, 2024, the Company issued a press release announcing its unaudited, preliminary financial results for the fourth quarter and full year ended December 31, 2023.
Preliminary Unaudited Financial Highlights - Q4 2023
(Figures in millions | | For the Three Months Ended | | | For the Full Year Ended | |
and % change based | | December 31, | | | December 31, | | | | | | | December 31, | | | December 31, | | | | | |
on these figures) | | 2023 | | | 2022 | | | change | | | 2023 | | | 2022 | | | change | |
| Total Revenue | | $ | 23.0 | | | $ | 24.8 | | | | -7.5 | % | | $ | 98.5 | | | $ | 104.6 | | | | -5.8 | % |
| Gross Profit | | $ | 11.0 | | | $ | 10.7 | | | | 2.8 | % | | $ | 44.8 | | | $ | 48.0 | | | | -6.6 | % |
| Gross Profit % | | | 47.8 | % | | | 43.0 | % | | | 11.2 | % | | | 46 | % | | | 46 | % | | | -0.8 | % |
| Operating Expenses | | $ | 18.1 | | | $ | 45.9 | | | | -60.5 | % | | $ | 94.8 | | | $ | 80.9 | | | | 17.1 | % |
| Operating Expenses % | | | 79 | % | | | 185 | % | | | | | | | 96 | % | | | 77 | % | | | 24.3 | % |
| Net Loss Before Provision for Income Taxes | | $ | (10.3 | ) | | $ | (37.7 | ) | | | nmf | | | $ | (62.1 | ) | | $ | (50.8 | ) | | | 22.2 | % |
| Net Loss | | $ | (14.3 | ) | | $ | (38.6 | ) | | nmf | | | $ | (73.6 | ) | | $ | (59.5 | ) | | 23.6 | % |
| Adjusted EBITDA | | $ | 1.3 | | | $ | (0.6 | ) | | nmf | | | $ | 1.9 | | | $ | (7.5 | ) | | nmf | |
| Adjusted EBITDA Margin % | | | 5.6 | % | | | -3.2 | % | | | | | | | 1.9 | % | | | (7.2 | )% | | | | |
(Figures in millions) | | As of December 31, 2023 | |
| Cash | | $ | 11.9 | |
| Restricted cash | | $ | 5.5 | |
Total cash | | $ | 17.4 | |
Total Assets | | $ | 151.7 | |
| | | | | |
| | | | | |
| Total debt | | $ | 0.9 | |
Total Liabilities (includes Debt, Accounts Payable and Accrued Expenses, Income Tax Payable and ROU Lease Liabilities) | | $ | 44.1 | |
Non-GAAP Financial Measures
There are financial measures included in this press release that are not in accordance with GAAP and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. These non-GAAP financial measures should be considered as supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. The Company includes EBITDA and Adjusted EBITDA because it believes certain investors use these measures and metrics as a means of assessing financial performance. EBITDA is calculated as net income (loss) before interest, taxes, depreciation and amortization and Adjusted EBITDA is calculated as EBITDA before share-based compensation, the change in fair value of warrants and one-time non-recurring expenses.
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods presented:
Reconciliation of Non-GAAP Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | | |
(Figures in millions | | For the Three Months Ended | | | For the Full Year Ended | |
and % change based | | December 31, | | | December 31, | | | | | | | December 31, | | | December 31, | | | | | |
on these figures) | | 2023 | | | 2022 | | | change | | | 2023 | | | 2022 | | | change | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Loss | | $ | (14.3 | ) | | $ | (38.6 | ) | | nmf | | | $ | (73.6 | ) | | $ | (59.5 | ) | | 23.6 | % |
| Add impact of: | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest expense | | $ | (0.1 | ) | | $ | 0.3 | | | | -143.6 | % | | $ | (0.2 | ) | | $ | (0.2 | ) | | | 3.3 | % |
| Provision for income taxes | | $ | 4.0 | | | $ | 0.9 | | | | 341.4 | % | | $ | 11.5 | | | $ | 8.8 | | | | 31.8 | % |
| Depreciation and amortization | | $ | 2.0 | | | $ | 2.4 | | | | -17.0 | % | | $ | 8.2 | | | $ | 8.3 | | | | -1.9 | % |
| Depreciation included in cost of goods sold | | $ | 1.0 | | | $ | 1.1 | | | | -11.9 | % | | $ | 3.3 | | | $ | 1.9 | | | | 71.3 | % |
| EBITDA | | $ | (7.5 | ) | | $ | (34.0 | ) | | nmf | | | $ | (50.8 | ) | | $ | (40.7 | ) | | nmf | |
| Impairment of goodwill and other intangibles | | $ | 7.2 | | | $ | 32.8 | | | | -78.1 | % | | $ | 46.8 | | | $ | 32.8 | | | | 42.8 | % |
| Gain on sale-leaseback | | $ | - | | | $ | (0.5 | ) | | nmf | | | $ | - | | | $ | (0.5 | ) | | nmf | |
| Change in fair value of warrants | | $ | - | | | $ | (0.4 | ) | | nmf | | | $ | (0.0 | ) | | $ | (7.2 | ) | | nmf | |
| Professional fees expensed related to M&A activities | | $ | 0.2 | | | $ | 0.2 | | | | -7.6 | % | | $ | 2.6 | | | $ | 0.7 | | | | 296.8 | % |
| Professional fees expensed related to SEC Domestic Issuer Form 10 filing and U.S Domestication from British Columbia to Nevada | | $ | - | | | $ | - | | | | 0.0 | % | | $ | 0.3 | | | $ | - | | | | 0.0 | % |
| Share-based compensation and related premiums | | $ | 1.3 | | | $ | 1.3 | | | | 1.7 | % | | $ | 3.0 | | | $ | 7.5 | | | | -60.0 | % |
| Adjusted EBITDA | | $ | 1.3 | | | $ | (0.6 | ) | | nmf | | | $ | 1.9 | | | $ | (7.5 | ) | | nmf | |
These preliminary, unaudited selected financial results and disclosures contained in this press release are preliminary, based on information available to management as of the date of this press release, remain subject to the completion of normal quarter and year end accounting procedures and adjustments, and are subject to change. Planet 13’s independent registered public accounting firm has not completed its review and audit of the results for the quarter and year ended December 31, 2023. Planet 13 undertakes no obligation to update the information in this press release in the event facts or circumstances change after the date of this press release. Planet 13 plans to release its complete financial results for the fourth quarter and full year 2023 on March 13, 2024.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | Planet 13 Holdings Inc. | |
| | | | |
| Date: February 27, 2024 | By: | /s/ Robert Groesbeck | |
| | Name | Robert Groesbeck | |
| | Its: | Co-Chief Executive Officer | |
| | | | |
| Date: February 27, 2024 | By: | /s/ Larry Scheffler | |
| | Name: | Larry Scheffler | |
| | Its: | Co-Chief Executive Officer | |
